whitestone410finalamd.htm
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

WHITESTONE REIT
(Name of Subject Company)

SCM SPECIAL FUND 2, LP  AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP
  
MacKenzie Patterson Fuller, LP
1640 School Street
  
1640 School Street
Moraga, California  94556
  
Moraga, California  94556
(925) 631-9100 ext. 1024
  
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$2,000,000
$142.60

*
For purposes of calculating the filing fee only.  Assumes the purchase of 500,000 Shares at a purchase price equal to $4 per Share in cash
   
[X]
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
 
Amount Previously Paid:                                           $142.60
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Patterson Fuller, LP
 
Date Filed: April 26, 2010
   

[]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
   
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
[X]
third party tender offer subject to Rule 14d-1.
[]
issuer tender offer subject to Rule 13e-4.
[]
going private transaction subject to Rule 13e-3
[]
amendment to Schedule 13D under Rule 13d-2
   
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
   
   


 
 
 


FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: SCM Special Fund 2, LP and MacKenzie Patterson Fuller, LP (collectively the “Purchasers”) to purchase up to 500,000 Common Shares of Beneficial Interest, par value $0.001 per share (the “Shares”) in Whitestone REIT (the “Corporation”), the subject company, at a purchase price equal to $4 per Share, less the amount of any dividends declared or made with respect to the Shares between April 26, 2010 (the “Offer Date”) and May 31, 2010, or such other date to which this Offer may be extended (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 26, 2010 (the “Offer to Purchase”) and the related Assignment Form.

The Offer resulted in the tender by Shareholders, and acceptance for payment by the Purchasers, of a total of 142,587.8297 Shares. Upon completion of the Offer, the Purchasers held an aggregate of approximately 4.5% of the total outstanding Shares.  These Shares were allocated among the Purchasers as follows:

SCM Special Fund 2, LP
100,000
  
MPF Badger Acquisition Co., LLC
17, 587.8297
  
MPF Special Fund 5, LLC
12,500
  
MPF Value Fund 7, LLC
12,500
  
SIGNATURES


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:           June 9, 2010

MacKenzie Patterson Fuller, LP

By:
/s/ Chip Patterson
  
 
 
Chip Patterson, Senior Vice President
    

SCM Special Fund 2, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager

By:
/s/ Chip Patterson
  
 
 
Chip Patterson, Senior Vice President